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CORRESP
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corresp

October 26, 2007

VIA EDGAR AND BY HAND DELIVERY

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

         Re:

    K12 Inc. Registration Statement on Form S-1 (File No. 333-144894)

Dear Mr. Spirgel:

     We hereby respond on behalf of K12 Inc. (the “Company”) to comments 10 and 11 of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the
Staff’s letter of comment dated October 19, 2007 (the “Comment Letter”), to the above referenced
Registration Statement. The Company has filed, via EDGAR, this letter (tagged correspondence).
The Company is submitting this response in advance of its responses
to the other comments in the Comment Letter because
it believes it is necessary to reach resolution on these comments prior to filing Amendment No. 4
to its Registration Statement (“Amendment
No. 4”) and printing preliminary prospectuses, which
the Company plans for as early as possible next week.

     For your convenience, we are sending you a copy of this letter, and will forward a courtesy
copy of this letter to our examiners: Joseph Cascarano, Robert Littlepage, John Harrington and
Kathleen Krebs.

     The Company has the following responses to comments 10 and 11 in the Comment Letter. For your
convenience, each response corresponds to the comment that immediately precedes it, each of which
has been reproduced from the Comment Letter in the order presented.

October 26, 2007

Page 2

    10.

    We note your response to prior comment 73. We note that you applied a valuation discount to
account for the probability of completing a public offering in your application of the PWERM
approach. With respect to each of your option grants, disclose the percentage amount of this
discount and explain to readers your basis for using it.

Response:

     Set forth below is a chart summarizing the percentage amount of valuation discount applied to
account for the probability of completing a public offering in our application of the PWERM
approach and the basis for using this discount:

    Valuation Discount

    Relating to

    Option Grant Date

    Probability of IPO

    Basis for Amount of Discount

    February 1, 2007

    70.8
    %

    Likelihood of
completing an IPO
significantly below 50%, as
IPO was one of several
possibilities the Company
was considering and Company
had not yet affirmatively
decided to pursue an IPO,
while value of shares in
the absence of an IPO was
significantly lower than
the value of shares if
completion of an IPO were
assured

    February 27, 2007

    62.6
    %

    Likelihood of
completing an IPO remained
significantly below 50%, as
probability of IPO
increased in relation to
other possibilities the
Company was considering
although the Company had
not yet affirmatively
decided to pursue an IPO

    May 17, 2007

    47.1
    %

    Likelihood of IPO
increased significantly
from February (in excess of
50%) as Company had
affirmatively determined to
pursue IPO and some
progress had been made in
preparing for a potential
IPO

    July 3, 2007

    39.1
    %

    Likelihood of
completing an IPO increased
significantly from May, as
majority of work in
preparing for initial
filing of registration
statement had been
completed

    July 12, 2007

    39.1
    %

    Likelihood of
completing an IPO increased
significantly from May, as
majority of work in
preparing for initial
filing of registration
statement had been
completed

     We note that, in each case, even ignoring the discounts set forth above, the exercise
prices of all of the referenced options were set above the fair value of the Company’s common
stock.

     We advise the Staff that the Company will amend its disclosure in Amendment No. 4 to include
the requested information.

    11.

    We will defer our final evaluation of this issue until you provide a reconciliation between
the fair value of the common stock as of the date of each grant for the options during the one
year period preceding the most recent balance sheet date and through the date of your response
and the estimated IPO price of the common stock of K-12, Inc.

Response:

     The Company anticipates that the offering range will be determined in the next several days
and will be included in Amendment No. 4. For the purpose of responding to comment 11, however, the
underwriters have confidentially advised the Company that, based on current market conditions, they
presently expect the estimated offering range to be between $3.00 and $3.50 per share prior to
giving effect to a reverse stock split that the Company expects to implement prior to
closing the offering.

     Set forth below is a chart reflecting the date of each option grant during the period from
October 1, 2006 (note in this regard that Amendment No. 4 will include interim

October 26, 2007

Page 3

financial statements as of and for the period ended September 30, 2007) through the date of
this letter and the fair value of the Company’s common stock as of each such date:

    Fair Value of Common Stock

    Option Grant Date

    on Grant Date

February 1, 2007

    $0.83

    February 27, 2007

    $1.08

    May 17, 2007

    $1.58

    July 3, 2007

    $1.82

    July 12, 2007

    $1.82

     We acknowledge the provisions of Rules 460 and 461 regarding requesting acceleration of
the Registration Statement and will allow adequate time after the filing of any amendment to the
Registration Statement for further review before submitting a request for acceleration.

     Once you have had time to review our responses to comments 10 and 11, we would appreciate the
opportunity to discuss any additional questions or concerns that you may have. Please call me at
(202) 637-2275.

    Sincerely,

William P. O’Neill

of LATHAM & WATKINS LLP

    cc (via fax):

    Ronald J. Packard

Howard D. Polsky

Richard D. Truesdell, Jr.

Blaise F. Brennan